Common use of Profits, Losses and Tax Credits Clause in Contracts

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this Article, for each Partnership fiscal year or portion thereof, all profits, tax- exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). Second, the balance of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated ninety-nine percent (99% %) to the Investment Limited Partner and l% one percent (1%) to the General PartnersPartner, provided, however, that in any Fiscal Year in which Operating Profits are generated, such Operating Profits shall be allocated to and among the Partners in the same percentages as distributions of Cash Flow are made pursuant to Clause Sixth of Section 10.2(a). (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, an amount that portion of profit equal to the aggregate negative balances Profits (if anyincluding any Profits treated as ordinary income for federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Accounts shall have zero balancesAccount above zero; and Second, an amount Profits in excess of profits the amounts allocated under Clause First above shall be allocated to each of and among the Partners until the positive balance in the Capital Account of each Partner equals, same percentages as nearly as possible, the amount of cash which would be is distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of under Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). ; As to lossesLosses: First, an amount of losses equal Losses shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be in the ratio of 99% for the Investment Limited Partner and 1% for the General Partner; Second, an amount of Losses shall be allocated to the Partners until the balance in each Partner Capital Account equals the amount of such Partner's Capital Contribution (after the allocation under Clause First above); Third, an amount of Losses shall be allocated to the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 1% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership Part nership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits pro- fits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Fifth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would be distributed its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to such Partner if it pursuant to Section 10.2(b), Clause Eighth after the aggregate amount in application of the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth first paragraph of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be allocated to the Partners in the same percentages as cash is distributed under Clause Tenth of Section 10.2(b) after the application of the final sentence of Section 10.2(b) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Tenth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners, excluding any General Partner which shall have been admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 9999.99% to the Investment Limited Partner and l% .01% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Eighth to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and under Clause Ninth of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Ninth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99.99% for the Investment Limited Partner and .01% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 9999.99% to the Investment Limited PartnerPartner and .01% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, Partner if and an to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this Article, for each Partnership fiscal calendar year or portion thereofthereof occurring on or after the Effective Date, all profits, tax- gains, tax-exempt income, losses, deductions, non-deductible non-capitalizable expendituresexpenditures (including but not limited to Section 705(a)(2)(B) expenditures as determined under Treasury Regulation ss 1.704-1(b)(2)(iv)(i) or any amendment or successor to such Regulation), and tax credits incurred or accrued on or after the Commencement Datecredits, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner Partners (in accordance with their Percentage Interests) and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this ArticleArticle (not including Section 10.1(a)), for each calendar year or portion thereof, gross rental income equal to any distributions to the General Partners under Clauses Fourth and Seventh of Section 10.2(a) for such year or portion shall be allocated to the General Partners. (c) Except as otherwise specifically provided in this Article (not including Section 10.1(a) or (b)), all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth Sixth through Tenth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause Clause First were distributed to the Partners in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth Sixth through Tenth of Section 10.2(b). ; and Second, the balance balance, if any, of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartners (in accordance with their Percentage Interests). (cd) Notwithstanding the foregoing provisions of Sections 10.1(a), 10.1(b) and 10.1(b10.1(c), in no event shall any losses be allocated to the Investment Limited Partner or Partners, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b) or Section 6.10, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited such Partner's Capital Account to exceed such Partner's share share, if any, of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum GainGain (such shares, if any, to be determined under Code Section 704(b)). Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c10.1(d) shall be allocated to the General Partners, excluding any additional General Partner which shall have been admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b) or Section 6.10. For the purposes of this Section 10.1(c10.1(d), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Itemsadjustments, allocations and distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) or any amendment or successor to any such Regulation.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated 99% ninety-nine and ninety-nine one hundredths percent (99.99%) to the Investment Limited Partner and l% one one-hundredth of one percent (0.01%) to the General PartnersPartner. (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Seventh, Eighth, and Ninth of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99.99% for the Investment Limited Partner and 0.01% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 9999.99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 0.01% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.4 hereof, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable noncapitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner Partners and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the Investment Limited Partners until in an amount equal to the amount of cash required to pay to the Investment Limited Partners the full amount (including interest) of the Credit Recovery Loans; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated (i) to each Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash distributions made to such Limited Partner pursuant to Section 10.2(b), Clause Seventh plus (B) the positive balance in the Capital Account of each such Limited Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners made pursuant to this clause First were distributed to the Partners Clause Third; Fourth, profits in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). Second, the balance of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as excess of the end of the Partnership taxable yearamounts allocated under Clauses First, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) Second and Third above shall be allocated to the General Partners. For purposes Partners in the amount of this their Capital Contributions reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to them pursuant to Section 10.1(c10.2(a), a Partner's Clause Second and Section 10.2(b), Clause Eighth plus (ii) the positive balance in the General Partners' respective Capital Account shall be treated as reduced by Qualified Income Offset Items.Accounts prior to the allocations made pursuant to this Clause Fourth; and

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4 hereof, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable capitalized expenditures, losses and tax credits incurred or accrued on or after the Sixth Commencement Date, other than those arising from a Capital Transaction, shall be allocated 9911.56% to the Investment Class A Limited Partner, 38.81% to the Class B Limited Partner, 21.60% to the Class C Limited Partner, 27.03% to the Class D Limited Partner and l% 1% to the Administrative General PartnersPartner. Notwithstanding the foregoing, however, in any fiscal year commencing with 1996 in which the Managing General Partner receives a distribution of Cash Flow in accordance with the provisions of Clause Ninth of Section 10.2(a), the Managing General Partner shall also be allocated an amount of gross income from the Partnership in an amount equal to the amount of such distribution of Cash Flow. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the Partners until amounts allocated under Clause First above shall be allocated (i) to the Class A Limited Partner in an amount equal to the amount of cash required to pay the Class A Limited Partner the full amount (including interest) of the Class A Limited Partner's Credit Recovery Loans, (ii) to the Class B Limited Partner in an amount equal to the amount of cash required to pay the Class B Limited Partner the full amount (including interest) of the Class B Limited Partner's Credit Recovery Loans, (iii) to the Class C Limited Partner in an amount equal to the amount of cash required to pay the Class C Limited Partner the full amount (including interest) of the Class C Limited Partner's Credit Recovery Loans and (iv) to the Class D Limited in an amount equal to the amount of cash required to pay the Class D Limited Partner the full amount (including interest) of the Class D Limited Partner's Credit Recovery Loans; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Special Limited Partner in an amount equal to its paid-in Capital Contribution reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Eighth plus (ii) the positive balance in the Special Limited Partner's Capital Account prior to the allocations made pursuant to this Clause Third; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Class A Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Class A Limited Partner's Credit Recovery Loans, (ii) to the Class B Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Class B Limited Partner's Credit Recovery Loans, (iii) to the Class C Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Class C Limited Partner's Credit Recovery Loans, (iv) to the Class D Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Class D Limited Partner's Credit Recovery Loans and (v) to each other Limited Partner in an amount equal to the amount of its respective paid-in Capital Contribution, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i), (ii), (iii), (iv) or (v)) by the sum of (A) the total amount of all prior cash distributions made to such Limited Partner pursuant to Section 10.2(b), Clause Ninth plus (B) the positive balance in the Capital Account of each such Limited Partner equalsprior to the allocation made pursuant to this Clause Fourth; Fifth, as nearly as possibleprofits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to the General Partners in the amount of cash which would be distributed their Capital Contributions reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available them pursuant to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b), Clause Tenth plus (ii) the positive balance in the General Partners' respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth and Fifth above shall be allocated 5.84% to the Class A Limited Partner, 19.60% to the Class B Limited Partner, 10.91% to the Class C Limited Partner, 13.65% to the Class D Limited Partner, 25% to the Administrative General Partner, 24.99% to the Managing General Partner and .01% to the Special Limited Partner. As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 11.56% for the Class A Limited Partner, 38.81% for the Class B Limited Partner, 21.60% for the Class C Limited Partner, 27.3% for the Class D Limited Partner and 1% for the Administrative General Partner; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such loss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 15.84% to the General Partners and 99Class A Limited Partner, 19.60% to the Investment Class B Limited Partner, 10.91% to the Class C Limited Partner, 13.65% to the Class D Limited Partner and 50% to the Administrative General Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to any Investment Limited Partner, the Investment Special Limited Partner or the Special Limited Partner, Administrative General Partner if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited such Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the Managing General PartnersPartner. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4 hereof, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible deductible, non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 9999.99% to the Investment Limited Partner and l% 0.01% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the Partners until amounts allocated under Clause First above shall be allocated to the positive balance Investment Limited Partner in the Capital Account of each Partner equals, as nearly as possible, an amount equal to the amount of cash which would required to pay to the Investment Limited Partner the full amount (including interest) of any Credit Recovery Loans; and, Third, profits in excess of the amounts allocated under Clauses First and Second above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth under Clause Sixth of Section 10.2(b). As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99.99% for the Investment Limited Partner and 0.01% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the economic risk of Clauses Thirdloss associated with such loss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an economic risk of loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 9999.99% to the Investment Limited PartnerPartner and 0.01% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional limited partner admitted pursuant to Sections 4.5(b), 5.2(e), 6.2(b), 6.10 or 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such the Investment Limited Partner's share of Partnership Minimum Gain plus such the Investment Limited Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a the Investment Limited Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSection, for each Partnership fiscal year or portion thereof, (i) all profits, tax- tax-exempt income, losses, Tax Credits and non-deductible deductible, non-capitalizable expenditures, and tax credits expenditures incurred or and/or accrued on or after by the Commencement DatePartnership, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Investor Limited Partner Partners and l% 1% to the General PartnersPartner. (b) Except as otherwise specifically provided in this ArticleSection, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). Second, the balance of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner.: (c) Notwithstanding the foregoing provisions of Sections 10.1(a4.1(a) and 10.1(b4.1(b), in no event shall any losses be allocated to the Investment an Investor Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment such Investor Limited Partner's Capital Account to exceed such Investor Limited Partner's share of Partnership Minimum Gain plus such Investor Limited Partner's share, if any, share of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner the Investor Limited Partners by virtue of the application of this Section 10.1(c4.1(c) shall be allocated to the General PartnersPartner. For purposes of this Section 10.1(c4.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items. (d) If (i) the Partnership incurs recourse obligations or Partner Non-Recourse Debt or (ii) the Partnership incurs losses from extraordinary events which are not recovered from insurance or otherwise (collectively, "Recourse Obligations") in respect of any Partnership taxable year, then the calculation and allocation of profits and losses shall be adjusted as follows: first, an amount of deductions attributable to the Recourse Obligations other than cost recovery deductions shall be allocated to the Partner or Partners that bear the economic risk of loss (within the meaning of Treasury Regulation Section 1.752-2 with respect to such obligations in the ratio in which they bear the economic risk of loss (or to the General Partner in the case of extraordinary events); and second, the balance of such deductions shall be allocated as provided in Section 4.1(a). (e) If there is a net decrease in Partnership Minimum Gain during a Partnership taxable year, each Partner will be allocated items of income (including gross income) and gain for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain during the year. A Partner is not subject to this Partnership Minimum Gain chargeback to the extent that any of the exceptions provided in Treasury Regulation Section 1.704-2(f)(2)-(5) apply. Such allocations shall be made in a manner consistent with the requirements of Treasury Regulation Section 1.704-2(f) under Section 704 of the Code. This provision is a "minimum gain chargeback" under the meaning of Treasury Regulation Section 1.704-2(f) and shall be interpreted as such. (f) If there is a net decrease in Partner Non-Recourse Debt Minimum Gain during a Partnership taxable year, then each Partner with a share of the minimum gain attributable to such debt at the beginning of such year will be allocated items of income (including gross income) and gain for such year (and, if necessary, subsequent years) in proportion to, and to the extent of, an amount equal to such Partner's share of the net decrease in Partner Non-Recourse Debt Minimum Gain during the year. A Partner is not subject to this Partner Non-Recourse Debt Minimum Gain chargeback to the extent that any of the exceptions provided in Treasury Regulation Section 1.704-2(i)(4) applied consistently with Treasury Regulation Section 1.704-2(f)(2)-(5) apply. Such allocations shall be made in a manner consistent with the requirements of Treasury Regulation Section 1.704-2(i)(4) under Section 704 of the Code. This provision is a "partner nonrecourse debt minimum gain chargeback" under the meaning of Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted as such. (g) If an Investor Limited Partner unexpectedly receives (1) an allocation of loss or deduction or expenditures described in Section 705(a)(2)(B) of the Code made (a) pursuant to Section 704(e)(2) of the Code to a donee of an interest in the Partnership, (b) pursuant to Section 706(d) of the Code as the result of a change in any Partner's interest in the Partnership, or (c) pursuant to Regulation Section 1.751-1(b)(2)(ii) as a result of a distribution by the Partnership of unrealized receivables or inventory items or (2) a distribution, and such allocation and/or distribution would cause the negative balance in such Partner's Capital Account to exceed (i) such Partner's share of Partnership Minimum Gain plus (ii) such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain plus (iii) the amount of such Partner's obligation, if any, to restore a deficit balance in its Capital Account and such Partner's obligation to make additional payments of its Capital Contribution to the extent permitted under Section 704 of the Code, then such Partner shall be allocated items of income (including gross income) and gain in an amount and manner sufficient to eliminate such negative balance as quickly as possible. For purposes of this Section, a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items. This provision is a "qualified income offset" under the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(3) and shall be interpreted as such. (h) The terms "profits" and "losses" used in this Agreement shall mean income and losses, and each item of income, gain, loss or deduction entering into the computation thereof, as determined in accordance with Regulation Section 1.704-1(b)(2)(iv). Profits and losses for federal income tax purposes shall be allocated in the same manner as profits and losses under this Section 4.1 except to the extent provided in Sections 4.4(b), 4.4(c) and 4.4(l).

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, expenditures and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of any Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective paid-in Capital Contribution, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash distributions made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of each such Limited Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners made pursuant to this clause First were distributed to the Partners in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). Second, the balance of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Clause Fourth; Partner's Capital Account to exceed such Limited Partner's share of Partnership Minimum Gain plus such Limited Partner's share, if any, of Partner Non-Non- Recourse Debt Minimum Gain. Any losses which are not allocated to a Limited Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this Article, for each Partnership fiscal year or portion thereof, all profits, tax- exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit it equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all as such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, and Eighth and Ninth of Section 10.2(b) (after giving effect to the provisions of the last paragraph of said Section 10.2(b)). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Account shall be allocated to such Partners in proportion to their positive Capital Account balances until all as such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause Clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause Clause First were distributed to the Partners in accordance with the provisions of Clauses Third, Sixth, Seventh, and Eighth and Ninth of Section 10.2(b) (after giving effect to the provisions of the last paragraph of said Section 10.2(b)). Second, the balance balance, if any, of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special any Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner, s obligation (actual or deemed under Treasury Section 1. 704b)(2) ii)(c) to restore a deficit balance in such Partner's Capital Account plus such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, share of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall 10.1(shall be allocated to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4 hereof, for each Partnership fiscal year or portion thereof, (i) all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General PartnersPartners and (ii) all Missouri Low- Income Housing Tax Credits allocated on or after the Commencement Date shall be allocated 100% to the Missouri Limited Partner. Notwithstanding the foregoing however, to the extent that the Accountants, the Auditors, the Tax Accountants and/or the Service reach the conclusion that the allocation of 100% of the Missouri Low-Income Housing Tax Credits to the Missouri Limited Partner could lead to the allocation or distribution of any Partnership item in a ratio different from that otherwise provided herein, the allocation of the Missouri Low-Income Housing Tax Credits shall be altered so as to eliminate any such effect upon the allocation or distribution of any other Partnership item. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Second, Third, Sixth, Sixth Seventh, Eighth Eighth, Ninth, Tenth and Ninth Eleventh of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be so allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions of Clauses Second, Third, Sixth, Seventh, Eighth Eighth, Ninth, Tenth and Ninth Eleventh of Section 10.2(b). .; and Second, the balance balance, if any, of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Missouri Limited Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to Section 4.5(b) or Section 5.2(e), if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited such Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners, excluding any General Partner admitted pursuant to Section 4.5(b) or Section 5.2(e). For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits pro- fits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Eighth to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and under Clause Ninth of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Ninth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, Partner if and an to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 9999.99% to the Investment Limited Partner, .007% to the Managing General Partner and l% .003% to the Administrative General PartnersPartner. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Fifth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would be distributed its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to such Partner if it pursuant to Section 10.2(b), Clause Eighth after the aggregate amount in application of the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth first paragraph of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be allocated to the Partners in the same percentages as cash is distributed under Clause Tenth of Section 10.2(b) after the application of the final sentence of Section 10.2(b) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Tenth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated in the ratio of 99.99% for the Investment Limited Partner, .007% to such Partners in proportion the Managing General Partner and .003% to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe Administrative General Partner; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 9999.99% to the Investment Limited Partner, .007% to the Managing General Partner and .003% to the Administrative General Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners, excluding any General Partner which shall have been admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated ninety-nine percent (99% %) to the Investment Limited Partner and l% one percent (1%) to the General PartnersPartner, provided, however, that in any Fiscal Year in which Operating Profits are generated, such Operating Profits shall be allocated to and among the Partners in the same percentages as distributions of Cash Flow are made pursuant to Clause Eighth of Section 10.2(a). (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Sixth, Seventh and Eighth of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 1% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated 99% ninety-nine and ninety-nine one-hundredths percent (99.99%) to the Investment Limited Partner and l% one one-hundredth of one percent (0.01%) to the General PartnersPartner, provided, however, that in any Fiscal Year in which Operating Profits are generated, such Operating Profits shall be allocated to and among the Partners in the same percentages as distributions of Cash Flow are made pursuant to Clause Sixth of Section 10.2(a). (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Sixth, Seventh and Eighth of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99.99% for the Investment Limited Partner and 0.01% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 9999.99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 0.01% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, expenditures and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 9999.9% to the Investment Limited Partner and l% 0.1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the Partners until amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of any Credit Recovery Loans; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash distributions made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Third; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would its respective paid-in Capital Contributions reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Seventh of Section 10.2(b) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fourth; and Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, under Clause Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99.9% for the Investment Limited Partner and 0.1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such loss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 9999.9% to the Investment Limited PartnerPartner and 0.1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited such Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For purposes , excluding any General Partner which shall have been admitted pursuant to any of this Section 10.1(c4.5(b), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset ItemsSection 5.2(e), Section 6.2(b), Section 6.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership Part nership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would be distributed its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to such Partner if it pursuant to Section 10.2(b), Clause after the aggregate amount in application of the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth first paragraph of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be allocated to the Partners in the same percentages as cash is distributed under Clause of Section 10.2(b) after the application of the final sentence of Section 10.2(b) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners, excluding any General Partner which shall have been admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated ninety- nine percent (99% %) to the Investment Limited Partner and l% one percent (1%) to the General PartnersPartner. (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Seventh through Ninth and Eleventh of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 1% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated ninety- nine percent (99% %) to the Investment Limited Partner and l% one percent (1%) to the General PartnersPartner, provided, however, that in any Fiscal Year in which Operating Profits are generated, such Operating Profits shall be allocated to and among the Partners in the same percentages as distributions of Cash Flow are made pursuant to Clause Fifth of Section 10.2(a). (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Seventh, Eighth and Tenth of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 1% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership Part nership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Eighth to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and under Clause Ninth of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Ninth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, Partner if and an to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this Article, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, expenditures and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Seventh and Eighth and Ninth of Section 10.2(b10.3(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions of Clauses Third, Sixth, Seventh, Seventh and Eighth and Ninth of Section 10.2(b10.3(b). ; and Second, the balance balance, if any, of such losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a10.2(a) and 10.1(b10.3(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited Partner, or to any additional General Partner admitted pursuant to any of Section 4.4(b), Section 5.2(e), Section 7.1(a) or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited such Partner's Capital Account to exceed such Partner's obligation (actual or deemed under Treasury Regulation Section 1.704l(b)(2)(ii)(c)) to restore a deficit balance in such Partner's Capital Account plus such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, share of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c10.2(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c10.2(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership Part- nership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Fifth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would be distributed its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to such Partner if it pursuant to Section 10.2(b), Clause Eighth after the aggregate amount in application of the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth first paragraph of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be allocated to the Partners in the same percentages as cash is distributed under Clause Tenth of Section 10.2(b) after the application of the final sentence of Section 10.2(b) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Tenth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners, excluding any General Partner which shall have been admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-deductible nondeductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated 9999.9% to the Investment Limited Partner, 0.01% to the Class A Limited Partner and l% 0.09% to the General PartnersPartner, provided, however, that in any Fiscal Year in which Operating Profits are generated, such Operating Profits shall be allocated to and among the Partners in the same percentages as distributions of Cash Flow are made pursuant to Clause Sixth of Section 10.2(a). (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, an amount that portion of profit equal to the aggregate negative balances Profits (if anyincluding any Profits treated as ordinary income for federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that noProfits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners to the extent and in such proportions and in as shall be necessary such amounts so that the Capital Account balances of each Partner shall equalthat, as nearly as possibleafter giving effect thereto, the amount such Partner would receive if an amount equal to the excess of (a) the sum of respective balances in all Partners' balances in their Capital Accounts computed prior shall be in the ratio of 89.999% for the General Partner, .001% for the Special Limited Partner, .001% for the Class A Limited Partner and 9.999% for the Investment Limited Partner; As to the allocation of losses under this clause First over (b) the aggregate amount of losses to Losses: Losses shall be allocated to the Partners pursuant to this clause First were distributed to the Partners extent and in accordance with the provisions of Clauses Thirdsuch proportions as shall be necessary such that, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). Secondafter giving effect thereto, the balance of such losses respective balances in all Partners' Capital Accounts shall be allocated 1in the ratio of 89.999% to for the General Partners and 99Partner, .001% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or for the Special Limited Partner, if .001% for the Class A Limited Partner and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in 9.999% for the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.;

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible deductible, non-capitalizable expenditures, expenditures and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective paid-in Capital Contribution, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash distributions made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of each such Limited Partner equalsprior to the allocation made pursuant to this Clause Fourth; Fifth, as nearly as possibleprofits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to the General Partners in the amount of cash which would be their Capital Contributions reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to them pursuant to Section 10.2(b), Clause Seventh after the application of the final sentence of Section 10.2(b) to credit amounts distributed to such Partner if under Clause Second of Section 10.2(b) against amounts distributable under Clause Seventh of Section 10.2(b) (and not including the aggregate amount amounts so credited) plus (ii) the positive balance in the General Partners' respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of all Partners were cash available to be distributed in accordance with the provisions of amounts allocated under Clauses First, Second, Third, Sixth, Seventh, Eighth Fourth and Fifth above shall be allocated to the Partners in the same percentages as cash is distributed under Clause Ninth of Section 10.2(b) after the application of the final sentence of Section 10.2(b) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Ninth (and not including the amounts so credited). As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second (above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the economic risk of Clauses Thirdloss associated with such loss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an economic risk of loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such the Investment Limited Partner's share of Partnership Minimum Gain plus such the Investment Limited Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a the Investment Limited Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-non- capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Eighth to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and under Clause Ninth of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Ninth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, Partner if and an to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership Part nership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Fifth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would be distributed its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to such Partner if it pursuant to Section 10.2(b), Clause Eighth after the aggregate amount in application of the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and Ninth first paragraph of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Eighth of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be allocated to the Partners in the same percentages as cash is distributed under Clause Tenth of Section 10.2(b) after the application of the final sentence of Section 10.2(b) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Tenth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited PartnerPartner or any additional General Partner admitted pursuant to any Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners, excluding any General Partner which shall have been admitted pursuant to any of Section 4.5(b), Section 5.2(e), Section 6.2(b), Section 6.10 or Section 7.5. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to Section 10.1(c) and Section 10.4, for each Partnership Part nership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 99% to the Investment Limited Partner and l% 1% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount that portion of profit equal to the aggregate negative balances profits (if anyincluding any profits treated as ordinary income for Federal income tax purposes) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such the Partners in proportion to their who have negative Capital Account balances until all in proportion to the amounts of such Capital Accounts shall have zero balances; and Second, an amount of provided that no profits shall be allocated to each a Partner under this Clause First to increase any such Partner's Capital Account above zero; Second, profits in excess of the amounts allocated under Clause First above shall be allocated to the General Partners until in an amount equal to the amount of cash distributed or available to be distributed to them pursuant to Clause Second of Section 10.2(b) as to the particular Capital Transaction; Third, profits in excess of the amounts allocated under Clauses First and Second above shall be allocated to the Investment Limited Partner in an amount equal to the amount of cash required to pay to the Investment Limited Partner the full amount (including interest) of the Credit Recovery Loans; Fourth, profits in excess of the amounts allocated under Clauses First, Second and Third above shall be allocated (i) to the Investment Limited Partner in an amount equal to the sum of (a) its Invested Amount plus (b) the full amount (including interest) of any Credit Recovery Loans and (ii) to each other Limited Partner in an amount equal to the amount of its respective Invested Amount, reduced (but not below zero) in the case of each Limited Partner (whether under clause (i) or clause (ii)) by the sum of (A) the total amount of all prior cash made to such Limited Partner pursuant to Section 10.2(b), Clause Sixth plus (B) the positive balance in the Capital Account of such Limited Partner prior to the allocation made pursuant to this Clause Fourth; Fifth, profits in excess of the amounts allocated under Clauses First, Second, Third and Fourth above shall be allocated to each General Partner equals, as nearly as possible, in the amount of cash which would its respective paid-in Capital Contribution, reduced (but not below zero) by the sum of (i) the total amount of distributions previously made to it pursuant to Section 10.2(b), Clause Seventh to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under Clause Seventh of Section 10.2(b) (and not including the amounts so credited) plus (ii) the positive balance in such General Partner's respective Capital Accounts prior to the allocations made pursuant to this Clause Fifth; and Sixth, profits in excess of the amounts allocated under Clauses First, Second, Third, Fourth, and Fifth above shall be distributed allocated to such Partner if the aggregate amount Partners in the Capital Accounts of all Partners were same percentages as cash available to be is distributed in accordance with the provisions of Clauses Third, Sixth, Seventh, Eighth and under Clause Ninth of Section 10.2(b). ) to credit amounts distributed under Clause Second of Section 10.2(b) against amounts distributable under said Clause Ninth (and not including the amounts so credited.) As to losses: First, an amount of losses equal shall be allocated to the aggregate positive Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having positive balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99% for the Investment Limited Partner and 1% for the General Partners; providedSecond, however, that if the an amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners until the balance in such proportions and in such amounts so that the each Partner's Capital Account balances of each Partner shall equal, as nearly as possible, equals the amount of such Partner would receive if an amount equal to the excess of Partner's Capital Contribution (a) the sum of all Partners' balances in their Capital Accounts computed prior to after the allocation of losses under this clause Clause First over (b) the aggregate above); Third, an amount of losses to shall be allocated to the Partners pursuant to this clause the extent of and in proportion to such Partners' Capital Account balances (after the allocations under Clauses First were distributed and Second above); and Fourth, any remaining amount of losses after the allocations under Clauses First, Second and Third above shall be allocated to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss; provided, Sixthhowever, Sevenththat in the event that no Partner bears an Economic Risk of Loss, Eighth and Ninth of Section 10.2(b). Second, the balance of such then any remaining losses shall be allocated 1% to the General Partners and 99% to the Investment Limited PartnerPartner and 1% to the General Partners. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, Partner if and an to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, any of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this Article, for each Partnership fiscal year or portion thereof, all profits, tax- tax-exempt income, losses, non-deductible non-capitalizable expenditures, expenditures and tax credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, shall be allocated 9999.99% to the Investment Limited Partner and l% .01% to the General Partners. (b) Except as otherwise specifically provided in this Article, all profits and losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profits: First, an amount of profit equal to the aggregate negative balances (if any) in the Capital Accounts of all Partners having negative balance Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balances; and Second, an amount of profits shall be allocated to each of the Partners until the positive balance in the Capital Account of each Partner equals, as nearly as possible, the amount of cash which would be distributed to such Partner if the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses ThirdFourth, Sixth, Seventh, Eighth Eighth, Ninth and Ninth Tenth of Section 10.2(b10.3(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts shall be allocated to such Partners in proportion to their positive Capital Account balances until all such Capital Accounts shall have zero balances; provided, however, that if the amount of losses so to be allocated is less than the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accounts, then such losses shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions of Clauses ThirdFourth, Sixth, Seventh, Eighth Eighth, Ninth and Ninth Tenth of Section 10.2(b10.3(b). ; and Second, the balance balance, if any, of such losses shall be allocated 1.01% to the General Partners and 9999.99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a10.2(a) and 10.1(b10.3(b), in no event shall any losses be allocated to the Investment Limited Partner or Partner, the Special Limited Partner, or to any additional General Partner admitted pursuant to any of Section 4.4(b), Section 5.2(e), Section 7.1(a) or Section 7.5, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited such Partner's Capital Account to exceed such Partner's obligation (actual or deemed under Treasury Regulation Section 1.704-l(b)(2)(ii)(c)) to restore a deficit balance in such Partner's Capital Account plus such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, share of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c10.2(c) shall be allocated to the General Partners. For the purposes of this Section 10.1(c10.2(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated 99% ninety-nine and ninety-nine one-hundredths percent (99.99%) to the Investment Limited Partner and l% one one-hundredth of one percent (.01%) to the General PartnersPartner, provided, however, that in any Fiscal Year in which Operating Profits are generated, such Operating Profits shall be allocated to and among the Partners in the same percentages as distributions of Cash Flow are made pursuant to Clause Sixth of Section 10.2(a). (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Sixth, Seventh and Ninth of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such Partners in proportion to their negative Capital Account balances until all such Capital Accounts shall have zero balancesthe ratio of 99.99% for the Investment Limited Partner and .01% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 9999.99% to the Investment Limited Partner. (c) Notwithstanding the foregoing provisions of Sections 10.1(a) Partner and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated .01% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.

Profits, Losses and Tax Credits. (a) Except as otherwise specifically provided in this ArticleSubject to the provisions of Section 10.1(b) and Section 10.4, for each Partnership fiscal year Fiscal Year or portion thereof, all profitsOperating Profits and Losses, tax- tax-exempt income, losses, non-non- deductible non-capitalizable expenditures, expenditures and tax credits Tax Credits incurred or accrued on or after the Commencement Date, other than those arising from a Capital Transaction, Date shall be allocated ninety- nine percent (99% %) to the Investment Limited Partner Partners (in accordance with their Percentage Interests) and l% one percent (1%) to the General PartnersPartner. (b) Except as otherwise specifically provided in this Article, all profits Profits and losses Losses arising from a Capital Transaction shall be allocated to the Partners as follows: As to profitsProfits: First, that portion of Profits (including any Profits treated as ordinary income for federal income tax purposes) shall be allocated to the Partners who have negative Capital Account balances in proportion to the amounts of such balances, provided that no Profits shall be allocated to a Partner under this Clause First to increase any such Partner's Capital Account above zero; and Second, Profits in excess of the amounts allocated under Clause First above shall be allocated to and among the Partners in the same percentages as cash is distributed under Clauses Eleventh, Thirteenth and Fourteenth of Section 10.2(b); As to Losses: First, an amount of profit equal Losses shall be allocated to the aggregate negative Partners to the extent and in such proportions as shall be necessary such that, after giving effect thereto, the respective balances (if any) in the Capital Accounts of all Partners having negative balance Partners' Capital Accounts shall be allocated to such in the ratio of 99% for the Investment Limited Partners (in proportion to accordance with their negative Capital Account balances until all such Capital Accounts shall have zero balancesPercentage Interests) and 1% for the General Partner; and Second, an amount of profits Losses shall be allocated to each of the Partners until the positive balance in the each Partner Capital Account of each Partner equals, as nearly as possible, equals the amount of cash which would be distributed to such Partner if Partner's Capital Contribution (after the aggregate amount in the Capital Accounts of all Partners were cash available to be distributed in accordance with the provisions of Clauses allocation under Clause First above); Third, Sixth, Seventh, Eighth and Ninth of Section 10.2(b). As to losses: First, an amount of losses equal to the aggregate positive balances (if any) in the Capital Accounts of all Partners having positive balance Capital Accounts Losses shall be allocated to such the Partners to the extent of and in proportion to their positive such Partners' Capital Account balances until all such Capital Accounts shall have zero balances(after the allocations under Clauses First and Second above); providedand Fourth, however, that if the any remaining amount of losses so to be allocated is less than Losses after the sum of the positive balances in the Capital Accounts of those Partners having positive balances in their Capital Accountsallocation under Clauses First, then such losses Second and Third above shall be allocated to the Partners in such proportions and in such amounts so that the Capital Account balances of each Partner shall equal, as nearly as possible, the amount such Partner would receive if an amount equal to the excess of (a) the sum of all Partners' balances in their Capital Accounts computed prior to the allocation of losses under this clause First over (b) the aggregate amount of losses to be allocated to the Partners pursuant to this clause First were distributed to the Partners in accordance with the provisions manner in which they bear the Economic Risk of Clauses ThirdLoss associated with such Loss; provided, Sixthhowever, Seventh, Eighth and Ninth that in the event that no Partner bears an Economic Risk of Section 10.2(b). Second, the balance of such losses Loss then any remaining Losses shall be allocated 1% to the General Partners and 99% to the Investment Limited Partner. Partners (c) Notwithstanding the foregoing provisions of Sections 10.1(ain accordance with their Percentage Interests) and 10.1(b), in no event shall any losses be allocated to the Investment Limited Partner or the Special Limited Partner, if and to the extent that such allocation would cause, as of the end of the Partnership taxable year, the negative balance in the Investment Limited Partner's Capital Account to exceed such Partner's share of Partnership Minimum Gain plus such Partner's share, if any, of Partner Non-Recourse Debt Minimum Gain. Any losses which are not allocated to a Partner by virtue of the application of this Section 10.1(c) shall be allocated 1% to the General Partners. For purposes of this Section 10.1(c), a Partner's Capital Account shall be treated as reduced by Qualified Income Offset Items.